SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1998

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        For the transition period from _______________ to _______________

                         Commission File Number: 1-7675


                        AUDITS & SURVEYS WORLDWIDE, INC.
                        -------------------------------
             (Exact name of registrant as specified in its charter)

         DELAWARE                                        13-1809586
        -----------                                    --------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

650 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK                  10011
----------------------------------------------                ---------
 (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code: (212) 627-9700
                                                    --------------

         Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes [X] No [  ]

         The number of shares  outstanding  of each of the  issuer's  classes of
 common stock, as of August 11, 1998 was:

                  CLASS                                  NUMBER OF SHARES
                 -------                                ------------------
Common Stock, $0.01 par value                                13,116,136
<PAGE>


                        AUDITS & SURVEYS WORLDWIDE, INC.

                                      INDEX                            PAGE

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

         Condensed Consolidated Balance Sheets-
            June 30, 1998 and December 31, 1997                         3-4

         Condensed Consolidated Statements of Income-
            Three Months and Six Months ended June 30, 1998 and 1997      5

         Condensed Consolidated Statements of Cash Flows-
             Six Months ended June 30, 1998 and 1997                      6

         Condensed Consolidated Statement of Stockholders' Equity-
             June 30, 1998                                                7

         Notes to Condensed Consolidated Financial Statements             8

Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations.                                 9-11


PART II. OTHER INFORMATION

Item 4   Submission of Matters to a Vote of Security-Holders.             12

Item 6.  Exhibits and Reports on Form 8-K.                                13

         Signatures                                                       14


                                       2
<PAGE>


PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
(Dollar Amounts in Thousands Except for Per Share Data)

                                                                          JUNE 30, 1998             DEC. 31, 1997
                                                                          -------------             -------------
                                                                           (Unaudited)
ASSETS

<S>                                                                  <C>                       <C>

CURRENT ASSETS:
       Cash                                                              $     1,174               $     1,524
       Accounts receivable:
          Billed                                                               7,249                     9,274
          Unbilled                                                             5,679                     6,114
       Prepaid expenses and inventories                                        1,454                     1,317
       Deferred income taxes                                                     479                       479
       Other current assets                                                      204                       563
                                                                          ----------                   -------

          Total current assets                                                16,239                    19,271
                                                                          ----------                    ------

PROPERTY AND EQUIPMENT, NET                                                    3,634                     3,579

PREPAID PENSION COSTS                                                          1,142                     1,142

DEFERRED INCOME TAXES                                                          2,289                     2,406

OTHER ASSETS                                                                   2,272                     2,057
                                                                          ----------                ----------

TOTAL ASSETS                                                             $    25,576               $    28,455
                                                                         ===========               ===========

</TABLE>

            See notes to condensed consolidated financial statements.

                                       3
<PAGE>


<TABLE>
<CAPTION>

AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
(Dollar amounts in thousands except for per share data)


                                                                        JUNE 30, 1998             DEC. 31, 1997
                                                                        -------------             -------------                    
                                                                        (Unaudited)
    

LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                                                     <C>                      <C>
CURRENT LIABILITIES:
       Notes payable bank                                                 $    2,300                $    1,500
       Accounts payable and accrued expenses                                   3,697                     6,148
       Accrued payroll and bonuses                                             1,264                     2,197
       Customer billings in excess of revenues earned                          3,969                     3,897
       Income taxes payable                                                       88                       133
       Current portion of long-term debt                                         622                       617
       Current portion of capital lease obligations                              106                        80
                                                                          ----------                ----------

          Total current liabilities                                           12,046                    14,572
                                                                          ----------                ----------

LONG-TERM DEBT-net of current portion                                          1,390                     1,702
CAPITAL LEASE OBLIGATIONS-net of current portion                                 209                       230
OTHER LIABILITIES                                                              1,875                     2,043
                                                                          ----------                ----------

          Total liabilities                                                   15,520                    18,547
                                                                          ----------                ----------

MINORITY INTERESTS                                                                64                       102


STOCKHOLDERS' EQUITY:
       Preferred stock, $1.00 par value, 1,000,000 shares
          authorized and unissued                                                  -                         -
       Common stock, $.01 par value, 30,000,000 shares
          authorized; 13,116,136 shares issued at June 30, 1998
          and 13,111,135 shares issued at December 31, 1997                      131                       131
       Additional paid-in capital                                              4,423                     4,413
       Retained earnings                                                       5,565                     5,366
       Accumulated other comprehensive income                                  (127)                     (104)
                                                                          ----------                ----------

          Total stockholders' equity                                           9,992                     9,806
                                                                          ----------                ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $   25,576                  $ 28,455
                                                                          ==========                ==========
</TABLE>

            See notes to condensed consolidated financial statements.

                                       4
<PAGE>

AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
--------------------------------------------------------------------------------
(Dollar amounts in thousands except for per share data)
<TABLE>
<CAPTION>


                                                     THREE MONTHS ENDED JUNE 30,                 SIX MONTHS ENDED JUNE 30,
                                                     ---------------------------                 -------------------------
                                                        1998                1997                   1998              1997
                                                        ----                ----                   ----              ----

<S>                                          <C>                 <C>                 <C>                   <C>         
REVENUES$                                              14,148       $      16,011       $       27,737        $     32,933
                                               --------------       -------------       --------------        ------------

COSTS AND EXPENSES:
     Direct costs                                       6,646               7,442                13,328            16,022
     Selling, general and
        administrative expense                          7,207               7,149                14,417            14,037
     Incentive bonuses                                    233                 552                   281               952
     Interest expense                                     106                  72                   182               136
     Other expense (income) - net                        (44)                  96                  (69)                43
     Share of income in unconsolidated
        joint venture                                   (222)                   -                 (376)                 -
     Minority interests in
        consolidated subsidiaries                       (180)                   -                 (254)                 -
                                               --------------      --------------       ---------------     -------------

TOTAL COSTS AND EXPENSES                               13,746              15,311                27,509            31,190
                                               --------------      --------------       ---------------     -------------

INCOME BEFORE PROVISION
    FOR INCOME TAXES                                      402                 700                   228             1,743

PROVISION FOR
    INCOME TAXES                                          165                 287                    29               715
                                               --------------      --------------       ---------------     -------------

NET INCOME                                     $          237      $          413       $           199     $       1,028
                                               ==============      ==============       ===============     =============

BASIC EARNINGS PER
    COMMON SHARE                               $          .02      $          .03       $           .02     $         .08
                                               ==============      ==============       ===============     =============

WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING                             13,113,609          13,103,549            13,112,380        13,101,338
                                               ==============      ==============       ===============     =============

DILUTED EARNINGS
    PER COMMON SHARE                           $          .02      $          .03       $           .02     $         .08
                                               ==============      ==============       ===============     =============

WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING AND
   DILUTIVE STOCK OPTIONS                          13,292,456          13,215,474            13,265,293        13,263,214
                                               ==============      ==============       ===============     =============

</TABLE>

            See notes to condensed consolidated financial statements.

                                       5

<PAGE>

AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------
(Dollar amounts in thousands)
<TABLE>
<CAPTION>




                                                                                SIX  MONTHS  ENDED  JUNE  30,
                                                                                -----------------------------

                                                                               1998                     1997
                                                                               ----                     ----
<S>                                                                       <C>                       <C>            
CASH FLOW FROM OPERATING ACTIVITIES:
       Net income                                                           $    199                  $1,028
       Adjustments to reconcile net income to net cash
          (used in) provided by operating activities:
          Depreciation and amortization                                          599                     497
          Deferred income taxes                                                  117                     118
          Amortization of deferred charges                                       116                     184
          Share of income in unconsolidated joint venture                      (376)                       -
          Minority interest in consolidated subsidiary                          (38)                       -
          Accrued rent                                                          (79)                      96
          Changes in operating assets and liabilities:
              Accounts receivable                                              2,460                 (2,014)
              Prepaid expenses and inventories                                 (137)                   (463)
              Other current assets                                               358                      91
              Other assets                                                        14                       -
              Income taxes payable                                              (46)                   (534)
              Accounts payable and accrued expenses                          (2,451)                     758
              Accrued payroll and bonuses                                      (933)                 (1,788)
              Customer billings in excess of revenues earned                      72                 (1,830)
              Other                                                             (56)                    (87)
                                                                          ----------               ---------
                           Net cash used in operating activities               (181)                 (3,944)
                                                                          ----------               ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchases of property and equipment                                     (618)                   (495)
                                                                          ----------               ---------
                           Net cash used in investing activities               (618)                   (495)
                                                                          ----------               ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds from bank borrowings                                             800                   2,100
       Dividends to stockholders                                                   -                   (655)
       Principal payments of debt                                              (307)                   (304)
       Principal payments of capital lease obligations                          (30)                    (27)
       Issuance of common stock and director's options                            10                    22
                                                                          ----------               ---------
                           Net cash provided by financing activities             473                   1,136
                                                                          ----------               ---------

EFFECT OF EXCHANGE RATE DIFFERENCES ON CASH                                     (24)                     (8)
                                                                          ----------               ---------

NET (DECREASE) IN CASH                                                         (350)                 (3,311)

CASH, BEGINNING OF PERIOD                                                      1,524                   3,827
                                                                          ----------               ---------

CASH ,  END OF  PERIOD                                                    $    1,174               $     516
                                                                          ==========               =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
       Cash paid during the period for: Interest                          $      196               $     102
                                                                          ==========               =========

                                       Income taxes                       $      532               $   1,099
                                                                          ==========               =========

SUPPLEMENTAL DISCLOSURE OF NON CASH
INVESTING AND FINANCING ACTIVITIES:
       Financing of capital improvements                                  $       36               $     430
                                                                          ==========               =========

       Contribution from minority interest in consolidated joint venture  $      216               $       -
                                                                          ==========               =========

</TABLE>

      See notes to  condensed  consolidated  financial statements.

                                       6
<PAGE>


AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
--------------------------------------------------------------------------------
(Dollar amounts in thousands)

<TABLE>
<CAPTION>

                                                         

                                                                                        ACCUMULATED          
                                                           ADDITIONAL                      OTHER
                                     COMMON        STOCK     PAID-IN       RETAINED    COMPREHENSIVE                  COMPREHENSIVE
                                     SHARES       AMOUNT     CAPITAL       EARNINGS       INCOME        TOTAL            INCOME
                                     ------       ------     -------       --------       ------        -----            ------


<S>                      <C>                   <C>         <C>           <C>         <C>           <C>             <C>
BALANCE
DECEMBER 31, 1997                 13,111,137        $131     $4,413          $5,366        $(104)      $9,806

    Net Income                                                                  199                       199          $    199

    Exercise of stock options          4,999                     10                                        10

    Foreign Currency
      Translation Adjustment                                                                 (23)         (23)              (23)
                                                                                                                        --------

    Comprehensive Income                                                                                               $    176
                                                                                                                        ========
                         ------------------------------------------------------------------------------------

BALANCE
JUNE 30, 1998                     13,116,136        $131     $4,423          $5,565        $(127)      $9,992
                                  ===========================================================================




</TABLE>



            See notes to condensed consolidated financial statements.

                                       7

<PAGE>


                AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.BASIS OF PRESENTATION

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts of Audits & Surveys Worldwide,  Inc. (the "Company"),  and its majority
owned  subsidiaries,  Audits & Surveys Europe, Ltd. ("ASE") and ASW-KMR Magazine
Metrics, L.L.C.,  ("ASW-KMR") and certain other currently inactive entities. All
significant intercompany transactions and balances have been eliminated.

The 1998 and 1997 condensed consolidated financial statements have been prepared
by the Company and are unaudited. In the opinion of the Company's management all
adjustments  (consisting  only of normal  recurring  adjustments)  necessary  to
present fairly the financial position,  results of operations and cash flows for
the interim periods have been made. Certain information and footnote disclosures
required under generally accepted  accounting  principles have been condensed or
omitted from the  consolidated  financial  statements  pursuant to the rules and
regulations   of  the  Securities   and  Exchange   Commission.   The  condensed
consolidated financial statements presented herein should be read in conjunction
with the year-end  consolidated  financial statements and notes thereto included
in the  Company's  Annual  Report on Form 10-K for the year ended  December  31,
1997. The results of operations for the three-month and six-month  periods ended
June 30, 1998 are not  necessarily  indicative of the results to be expected for
any other interim period or for the entire year.


                                       8

<PAGE>


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND     
            RESULTS OF OPERATIONS

COMPARISON  OF THE RESULTS OF  OPERATIONS  FOR THE QUARTER AND SIX MONTHS  ENDED
--------------------------------------------------------------------------------
JUNE 30, 1998 WITH THE QUARTER AND SIX MONTHS ENDED JUNE 30, 1997
-----------------------------------------------------------------


Revenues for the second  quarter of 1998 were $14.1 million  compared with $16.0
million in the second quarter of 1997. Revenues for the first six months of 1998
were $27.7 million  compared with $32.9 million in the first six months of 1997.
The  decreases of 11.6% in the second  quarter and 15.8% in the first six months
of 1998 were primarily  attributable  to a client's  decision to conduct a major
international  consumer  tracking  study on an alternate  year basis rather than
annually.  All of the  revenues  from this study were  reported in the first six
months of 1997 including a portion reported in the second quarter. The decreases
in  revenues in the second  quarter  and first six months of 1998 also  resulted
from lower revenues from several media research projects.

Direct  costs  decreased  $.8  million  (10.7%) in the second  quarter  and $2.7
million  (16.8%) in the first six months of 1998  compared with the same periods
of 1997.  The  decreases in 1998 direct costs were  primarily  the result of the
decreases in revenues.  In addition,  direct costs in 1997 included higher costs
incurred in the development of expanded  syndicated research services which were
not incurred in 1998.  As a percentage  of revenues,  direct costs were 47.0% in
the second quarter and 48.1% in the first six months of 1998 compared with 46.5%
in the second  quarter and 48.7% in the first six months of 1997. The changes in
1998 direct costs, as a percentage of 1998 revenues, are generally reflective of
the changes in the mix of research  services  compared  with 1997 as well as the
effect of the syndicated research development costs incurred in 1997.

Selling,  general and administrative (SG&A) expenses were approximately the same
in the second  quarters of 1998 and 1997 and increased $.4 million (2.7%) in the
first six months of 1998. The increases in SG&A for the first six months of 1998
were principally in rent and related utilities,  depreciation,  professional and
consulting fees and additions to the allowance for doubtful accounts.

The lower  provisions for incentive  bonuses in the second quarter and six month
periods  of 1998  compared  with  the same  periods  of 1997  resulted  from the
decreases in year-to-date  operating  income on which the incentive  bonuses are
calculated.

Interest expenses were higher in the second quarter and first six months of 1998
compared  with the same  periods of 1997  primarily  because  of higher  average
short-term bank borrowings.

                                       9
<PAGE>


Other  expense  (income)  in the  second  quarter  and first six  months of 1997
included a charge for the effects of the  termination of a sublease  between the
Company and a  subtenant  for a portion of the space at the  Company's  New York
headquarters. There was no similar expense in 1998.

Share of income in  unconsolidated  joint venture  represents  the Company's 25%
interest in Intelect ASW  Marketing  Services,  LLC, a joint venture which began
operations  in  late  1997. 

Minority  interests in consolidated  subsidiaries  represent the portions of the
losses of such  subsidiaries,  principally  ASW-KMR,  applicable to the minority
shareholders of such entities.

Income taxes for the second  quarter and six month periods of 1998 and 1997 have
been provided at 41% of reported  pretax income.  The provision for income taxes
for the first six months of 1998 also includes a credit of $65,000,  reported in
the first quarter,  representing  accumulated tax over-provisions of prior years
which are no longer required.

FINANCIAL CONDITION AND LIQUIDITY
---------------------------------

At June 30, 1998, the Company had working  capital of $4.2 million and a current
ratio of 1.35 to 1 compared  with working  capital of $4.7 million and a current
ratio of 1.32 to 1 at December 31, 1997.

Cash flow from  operations and borrowings  under its credit  facilities with its
bank are the Company's  principal  sources of funds. The Company's cash flow and
borrowings  have  historically  been  sufficient  to provide  funds for  working
capital,  capital  expenditures and payment of  indebtedness.  In June 1998, the
Company's secured line of credit with its bank was extended to June 30, 1999 and
was increased from $4,000,000 to $5,000,000.

Net cash used in operating activities was $181,000 consisting principally of net
income of $199,000, adjusted for non-cash expenses of $339,000, and decreases in
accounts  receivable  of  $2,460,000  offset  primarily by decreases in accounts
payable and accrued  expenses of $2,451,000  and accrued  payroll and bonuses of
$933,000.

Net cash used in investing  activities was $618,000 resulting from the purchases
of property and equipment.

Net cash provided by financing activities was $473,000 consisting principally of
proceeds  from short term bank  borrowings  of $800,000  offset by repayments of
bank borrowings and other debt of $337,000.

The Company  believes that its credit  arrangements  with its bank combined with
its capital base and funds  expected to be generated by its  operations  will be
adequate to fund its planned capital expenditures, meet its debt obligations and
finance its operations for at least the next twelve months.

                                       10
<PAGE>


NEW ACCOUNTING PRINCIPLES
-------------------------

During 1997,  the  Financial  Accounting  Standards  Board issued the  following
accounting  standards:  Statement of  Financial  Accounting  Standards  No. 130,
"Reporting   Comprehensive  Income"  (SFAS  No.  130),  Statement  of  Financial
Accounting  Standards No. 131,  "Disclosures about Segments of an Enterprise and
Related  Information"  (SFAS No.  131) and  Statement  of  Financial  Accounting
Standards No. 132 "Employers Disclosures about Pension and Other Post Retirement
Benefit Plans" (SFAS No. 132).  The Company does not expect any material  effect
from  adoption of SFAS No. 131 and 132. The Company  adopted SFAS No. 130 in the
first  quarter of 1998 and has reported  comprehensive  income as a component of
equity.

FORWARD LOOKING STATEMENTS
--------------------------

This report contains  forward-looking  statements  within the meaning of Section
21E of the Securities  Exchange Act of 1934, as amended.  As such, final results
could differ from  estimates or  expectations  due to factors such as changes in
market  conditions,  loss of a  significant  client and  changes  in  government
regulations and policies,  among others.  For any of these factors,  the Company
claims  the  protection  of  the  safe  harbor  for  forward-looking  statements
contained in the Private Securities Litigation Reform Act of 1995, as amended.

IMPACT OF INFLATION
-------------------

General  inflation  in the  economy  has  increased  operating  expenses of most
businesses.  The Company has provided  compensation  increases generally in line
with the  inflation  rate and incurred  higher prices for  materials,  goods and
services.   The  Company   continually  seeks  methods  of  reducing  costs  and
streamlining  operations while maximizing  efficiency  through improved internal
operating procedures and controls.  While the Company is subject to inflation as
described above,  management  believes that inflation  currently does not have a
material  effect  on  the  Company's  operating  results,  but  there  can be no
assurance that this will continue to be so in the future.


<PAGE>


                           PART II - OTHER INFORMATION

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.

On June 10, 1998 the Company held its 1998 Annual Meeting of  Stockholders  (the
"1998  Meeting").  At the 1998 Meeting,  the Company's  stockholders  elected 10
directors to serve until the next Annual Meeting of  Stockholders or until their
successors  are duly elected and  qualified.  The vote for such directors was as
follows:

                                            FOR                       WITHHELD
                                            ---                       --------

              Solomon Dutka                 11,774,165                 86,426
              H. Arthur Bellows, Jr.        11,845,934                 14,657
              Carl Ravitch                  11,846,091                 14,500
              Charles E. Bradley            11,846,091                 14,500
              Brian G. Dyson                11,846,091                 14,500
              Matthew Goldstein             11,846,091                 14,500
              Robert C. Miller              11,846,091                 14,500
              William Newman                11,846,091                 14,500
              Joseph Plummer                10,845,970                 14,621
              William A. Zebedee            11,846,091                 14,500


In addition,  at the 1998 Meeting the Company's  stockholders voted with respect
to the ratification of the appointment of Deloitte & Touche LLP as the Company's
independent  public  accountants to audit the Company's  consolidated  financial
statements for 1998. In connection  with this proposal,  11,851,546  shares were
cast for the  proposal,  5,167  shares were cast  against the  proposal  and the
holders of 3,878 votes abstained from voting.


                                       12
<PAGE>


ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K.*

         a.   Exhibits:

              27.01     Financial Data Schedule

         b.   Reports on Form 8-K:

              The  Company  did not file any  reports  on Form  8-K  during  the
              quarterly period ended June 30, 1998.


------------------------


*         There is no instrument defining the right of holders of long-term debt
          of the  Company  or of any of its  subsidiaries  other  than where the
          total amount of securities  authorized  thereunder does not exceed 10%
          of  the  total  assets  of  the  Company  and  its  subsidiaries  on a
          consolidated  basis. In accordance with paragraph  (b)(4)(iii) of Item
          601 of Regulation S-K, the Company agrees to furnish to the Securities
          and Exchange Commission, upon request, copies of any such instrument.


                                       13

<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.

                                               AUDITS & SURVEYS WORLDWIDE, INC.



         AUGUST 12, 1998                        By: /S/  H. Arthur Bellows, Jr
         ---------------                            ---------------------------
         Date                                            H. Arthur Bellows, Jr.
                                                         President


                                                By:/S/   Alan J. Ritter
                                                   -----------------------------
                                                         Alan J. Ritter
                                                         Senior Vice President
                                                         Chief Financial Officer



                                       14
<PAGE>


                                 EXHIBIT INDEX



Exhibit No.                      Description
----------                       -----------


27                               Financial Data Schedule